Terms & Conditions
To ensure that I produce the best quality work and get you that perfect design, please take note of the following terms and conditions which apply to products and services provided by me, Rika Fouché t/a ERC Design:
1.1. “ERC Design” means either Rika Fouché or Eu-Rika Consulting or any other entity which ERC Design may assign, cede or delegate any of their rights or obligations to.
1.2. “ERC Design System” means equipment or upstream suppliers that are operated together as a system by ERC Design to provide any Service, including without limitation servers, peripherals, routers, switches, Software, Databases, cables, generators, and uninterruptible power supplies.
1.3. “ERC Design Website” means the Internet website published at the URL “www.ercdesign.com” or another URL that ERC Design notifies the Client of from time to time.
1.4. “Agreement” means these General Terms, Acceptable Use Policy, and applicable Service Terms, Service Orders and all annexures to any of these documents.
1.5. “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.
1.6. “Business Hour” means a period of 60 minutes between the hours of 09h00 and 17h00 South African Time, on a Business Day.
1.7. “Client” is the party described as such on any Application or Service Order executed between it and ERC Design
1.8. “Client Data” means Data:
1.8.1. transmitted to the Client using the ERC Design System,
1.8.2. stored by the Client on the ERC Design System (or on the Client System as the case may be), or
1.8.3. transmitted by the Client via the ERC Design System,
1.8.4. in the day-to-day utilization of a Service.
1.9. “Data” means electronic representations of information in any form.
1.10. “Database” means a collection of related data including, but not limited to, text, images, sound and video, all of which have been created and integrated using a method of connecting and displaying the data into a collection of interrelated independent files or data which are stored together.
1.11. “Domain” means an Internet domain registered with an authorised registrar appropriate to its top-level domain (“TLD”) and comprising its constituent domain name server records including, but not limited to, host names, aliases and mail exchange (“MX”) records.
1.12. “Emergency Maintenance” means maintenance to the ERC Design System intended to remedy existing circumstances or prevent imminent circumstances that are likely to cause danger to persons or property, an interruption to the Communication Services, or substantial loss to ERC Design, the Client or any third party.
1.13. “Fee” in respect of each Service will be as noted in the Fee Schedule provided to the Client on initiation of the Service and adjusted from time to time.
1.14. “Goods” means any and all goods to be provided by ERC Design to the Client in terms of this Agreement, including without limitation equipment, hardware and third-party software.
1.15. “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced service provider providing similar services to those provided under this Agreement. Such a service provider would seek in good faith to comply with its contractual obligations, and with all applicable laws, codes of professional conduct, relevant codes of practice, relevant standards, and all conditions of planning and other consents.
1.16. “Intellectual Property Rights” means patents, registered designs, trade marks (whether registered or otherwise), copyright, trade secret rights, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions, that grant similar rights.
1.17. “Malicious Code” means anything that contains any computer software routine or code intended to:
1.17.1. allow unauthorised access or use of a computer system by any party, or
1.17.2. disable, damage, erase, disrupt or impair the normal operation of a computer system,
1.17.3. and includes any back door, time bomb, Trojan horse, worm, drop dead device or computer virus.
1.18. “Services” generally means internet services and access but for each specific service offering the meaning will be specified in more detail, as provided in the additional terms for each of the listed options.
1.19. “Service Order” means a goods, license, services and / or work order agreed to in terms of this Agreement describing the specific Goods or Services to be provided by ERC Design to the Client.
1.20. “Service Terms” means a document describing the terms on which ERC Design will provide a particular Good or Service, as amended from time to time.
1.21. “General Terms” means this document.
1.22. “Software” means any computer programme (whether source- or object code), as well as any database structure or content, artistic work, screen layout, cinematograph film, sound recording, preparatory material, user or technical documentation or any other work created in connection therewith and any modifications, enhancements or upgrades thereto.
1.23. “Supplier” means a supplier of goods and / or services to ERC Design.
1.24. “User/s” means the Client or any other person accessing any of the Services provided by ERC Design.
1.25. “Stalled project” is a project that requires feedback or action from the client to continue or to be completed.
1.26. “Standard Rate” means an hour charge of R250 for WordPress work and R550 for any other service.
2. Application of services
2.1. ERC Design will provide Services to the Client as described in terms of this Agreement.
2.2. ERC Design reserves the right to refuse provision of Services based on the Client’s prior conduct.
2.3. Each Service will be considered a separate contract between the Client and ERC Design.
2.4. The Client consents to ERC Design carrying out a credit check on the Client at any applicable credit bureau and may make the provision of the Goods or Services dependant on its satisfaction with the results. ERC Design may provide information on the Client’s payment record to a credit bureau.
3. Client’s Commitments
3.1. The Client confirms that all statements made to ERC Design are true and correct. ERC Design reserves the right to request proof of any facts or claims.
3.2. The Client also commits to providing ERC Design with necessary information required in the provision of the selected Services, and (where applicable) consent to the use or sharing of this information with 3rd parties to comply with regulatory conditions (such as Domain Registration Listings) within the guidelines of applicable privacy legislation.
3.3. The Client (or the Client’s agent) certifies that the Client is above the age of 18 years, has full contractual capacity and (in the case of an agent) is duly authorised by the Client to contract on the Client’s behalf.
3.4. If the Client or its staff engages in behaviour that is considered offensive to ERC Design or its staff, ERC Design reserves the right to suspend or terminate the Client’s Services, irrespective of the form and medium of this abuse.
3.5. ERC Design reserves the right to remove any content hosted by a Client which it considers illegal or contrary to the Acceptable Usage Policy (AUP) of the upstream providers or for which it has received a takedown notice.
4. Terms Subject to Change
4.1. ERC Design may amend the Terms and Conditions at any time. The amended versions will be posted on the ERC Design Website, and ERC Design will as soon as possible after posting the amendments make reasonable efforts to advise the Client of them by email. The Client also has a duty to keep itself informed of the latest version of the above documents by accessing the ERC Design Website on a regular basis.
4.2. ERC Design must give at least one calendar month’s notice for the amendments, which will become effective at the beginning of the first calendar month after the notice period has expired.
4.3. If the Client objects to any amendment, it may terminate the Agreement, and the termination procedure outlined in this Agreement will be actioned.
4.4. If ERC Design changes its Fees, the change must take place as described in this clause 4.
5. Availability of Services
5.1. ERC Design cannot guarantee the provision of the requested Service upon the receipt of an Application.
5.2. Provision of the Service is subject to ERC Design confirming that it is technically feasible to do so.
5.3. Applicants will be formally notified after receipt of an Application whether the Service can be provided.
6. Domain Registration
6.1. ERC Design registers domains on the Internet through the relevant governing bodies and hosts websites and related material on the ERC Design server(s) on behalf of Clients.
6.2. ERC Design registers domains through approved Domain Registrars, such as Domains.co.za or Go-Daddy. ERC Design may, at its discretion use other approved entities for registration, but in general, may limit domains offered based on availability from the registrar concerned.
6.3. The Client will be bound by the terms and conditions of the relevant domain namespace (e.g. .com or co.za) under which any domain name registered on its behalf falls and should become familiar with them.
6.4. Where ERC Design is acting as a registrar or reseller in registering a domain name for the Client, the Client may be required to agree to further terms.
6.5. ERC Design will strive to ensure that registration and subsequent DNS propagation is effected in the shortest period of time. However, ERC Design cannot be held liable for any delays that may accompany the registration of domains.
7. Domain Renewal
7.1. ERC Design will register a domain for a specified period (generally one year)
7.2. Thereafter, the Client is solely responsible for ensuring that the domain is renewed at the end of that period, and subsequent periods, until the domain is either cancelled or transferred by the client. This includes domains which have been requested to auto-renew. Should the auto-renewal process fail, the onus will be on the client to notify ERC Design of the failure.
7.3. ERC Design will endeavour to send a courtesy reminder to the Client, such as an email. Such reminders in no way transfer responsibility to ERC Design for ensuring that the domain is renewed.
7.4. Should this reminder fail to reach the Client, or should the reminder fail to be issued, this will not constitute a breach of this agreement, as this is solely performed as a courtesy.
7.5. Clients registering domains must take note of the registration date and ensure that renewal is effected.
8. Project Terms
8.1. Unless expressly agreed in writing to the contrary, ERC Design will not accept liability to the Client for unforeseen delays in completing a project.
8.2. In the event there is a delay in the completion of a project, ERC Design will communicate such delays to the Client in writing via email.
8.3. No project will commence until content and/or a deposit is received or monthly billing cycle is actioned.
8.4. ERC Design will commit to starting work on a project within five (5) working days after receiving the deposit and all content required from the client.
8.5. All content needs to be provided by the client within two (2) weeks of a deposit being paid to commence a project, otherwise the project will be considered as a stalled project.
8.6. The client needs to provide feedback or content to ERC Design on a project that can reasonably be considered as incomplete, within two (2) weeks of the request being made, otherwise the project will be considered as a stalled project.
8.7. Once a project is considered stalled:
8.7.1. ERC Design will cease all work on the project.
8.7.2. The client must provide all information or answer all of ERC Design questions or concerns before a project can be considered active again.
8.7.3. ERC Design reserves the right to renegotiate the cost of the project as well as the expected completion date before a project is reactivated.
8.7.4. The client understands once the project is reactivated it will not receive priority ahead of other projects in the studio.
8.7.5. Should a Project be considered stalled for longer than three (3) months, ERC Design reserves the right to invoice the project out in full.
9.1. Each project is allocated two (2) reverts. This means that the client will be entitled to request two (2) sets of reasonable changes be made at no additional cost, before the project is considered completed.
9.2. All requests for changes must be in writing and fall within the scope of the original quotation.
9.3. Any requests outside the scope are to be quoted on and approved by the client.
9.4. Any additional changes requested, over and above the two (2) allocated reverts, will be charged at our standard hourly rate.
9.5. Should the client use both reverts, with no additional requests for changes, and the project, within reason, can be considered as complete, ERC Design will consider the project complete.
9.6. Should the client not make use of the 2 reverts within two (2) weeks of a request by ERC Design to do so, and the project, within reason, can be considered as complete, ERC Design will consider the project complete.
9.7. Any changes or updates requested after the project has been completed, will be charged at our standard hourly rate.
10.1. All meetings will be held over Zoom, Skype, Google Hangouts or in person at a public place of choice.
10.2. Off site meetings can be arranged and may be considered billable at ERC Design’s discretion.
10.3. Cost may include Travel, billable hours and per diem.
11. 3rd Party Services
11.1. ERC Design may offer to Clients’ third-party services such as those offered by Google to enhance the performance of their websites.
11.2. ERC Design may include in quotations, the setup and maintenance of such third-party services.
11.3. ERC Design will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
11.4. Acceptance of any services by a third party by the client, means that the client understands and is accountable to the terms and conditions of that 3rd Party.
12. SEO Terms and Conditions
12.1. ERC Design accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.
13. Payment and Penalties
13.1. For project pricing, ERC Design require a 60% upfront payment for the commencement of a project, 40% once the development is complete (before deployment).
13.2. ERC Design reserves its rights to change its monthly or retainer prices at any time on reasonable notice, which will not be less than 30 days, as per the minimum term of a month to month agreement
13.3. For adhoc hours, time will be round up to the closest 15min increment and billed accordingly.
13.4. ERC Design only accepts Debit Order and Visa/Mastercard payments for month to month services and will only accept alternative payment under specific circumstances and only by prior arrangement at ERC Design’s discretion.
13.5. ERC Design only accepts Electronic Fund Transfer (EFT) Payments for Project based services.
13.6. ERC Design will only accept alternative payment under specific circumstances and only by prior arrangement at ERC Design’s discretion.
13.7. The Client’s monthly debit orders of the Fee will be submitted monthly in advance on or about the first Business Day of the month. This will apply to both Debit Order Payments and Visa/Mastercard Payments.
13.8. ERC Design will not accept any liability or responsibility for delays, suspensions or impact to Services due to use of non-approved payment methods by Clients.
13.9. If the Client’s debit order bounces for any reason, ERC Design reserves the right to resubmit the debit order at any time.
13.10. Non-payment of any Fee by its due date, whether as a result of unpaid Debit Orders, declined cards or any other cause may result in immediate suspension of Services (which may not be limited to the particular Service in question). ERC Design retains the right to suspend any Services for non-payment, and to withhold such Services and Assets until all arrears are settled in full on any and all products and Services.
13.11. Services which have been suspended for non-payment of Fees will remain suspended until payment has been made and the Service is reconnected as described below. The Client will not be credited for Services that would otherwise have been available to the Client during the period of suspension.
13.12. If the Client remains in default of a monthly Fee for two consecutive calendar months, ERC Design may terminate the agreement with immediate effect. The Client will remain liable for all outstanding Fees and cancellation charges.
13.13. ERC Design may charge an Admin Fee for failed or returned payments, regardless of the method of payment or the reason for non-payment. Such Admin Fees are payable immediately and in conjunction with the outstanding fees which resulted in non-payment.
13.14. Admin Fees will be charged at R75 per failed or returned payments.
13.15. Non-payment of Admin Fees will be considered non-payment and will be subject to the same terms. Once levied, Admin Fees are not recoverable or reversible, regardless of whether payment is made within the prescribed period.
13.16. Admin fees will not exceed R300, and this amount is based on (but not limited to) a reasonable estimation of accumulated administrative costs (such as labour), bank penalties and resubmission charges levied by payment carriers.
13.17. In the case of billing disputes, the onus is upon the Client to raise such disputes in good time through the complaints procedure set out in these Terms to prevent interruption of services while the billing is in dispute. Reparations will be made to Clients with successful disputes by means of an account credit or refund, at ERC Design’s discretion.
13.18. ERC Design reserves the right to terminate services where a Client has shown a repeated disregard for payment terms and consistently fails to make regular scheduled payments on time and using approved payment methods. The conditions of termination will be based on guidelines determined at ERC Design’s discretion and may vary. The means and terms of termination will be determined at ERC Design’s discretion. Notice of termination will be provided to the best of ERC Design’s ability, but ERC Design will not be held liable for claims or requests for further provision of services once a Client’s services have been terminated due to non-payment.
13.19. Unless otherwise agreed:
13.19.1. Billing will commence on the date that Service provision commences. Partial months will be charged pro rata.
13.19.2. Services are billed in advance and all invoices must be paid by the Client in advance.
13.19.3. Any Services invoiced in arrears are payable on presentation of invoice.
13.19.4. All Fees and other amounts payable are quoted exclusive of VAT.
13.20. Interest will be charged on any amount that remains unpaid by the Client beyond the due date of payment:
13.20.1. The interest rate will be 10% (ten percent)
13.21. The interest will be calculated from the due date of payment to the date of actual payment, both days inclusive, and will be compounded monthly in arrears. The Client agrees and undertakes to pay the interest.
13.22. ERC Design reserves the right to increase their pricing in line with the official annual inflation rate each year, which is obtained from Statistics South Africa’s latest available Consumer Price Index (CPI) Headline Report.
14. Debit Order Authorisation
14.1. By accepting these terms, the Client hereby authorizes ERC Design to debit their nominated bank account or Visa/Mastercard any variable amount pertaining to the service or products they have selected, on sign up for a calculated pro-rata and thereafter at the beginning of each month (or on signup entirely for purchase of non-service products). This sum being the amount for settlement of the monthly amount due by the Client in respect of services or products.
14.2. The Client authorises ERC Design’s nominated agent to debit their bank account or Visa/Mastercard on ERC Design’s behalf (the “authorized party”). The debit authority will remain in force until such services or products are cancelled, subject to the condition that Client agrees that debits related to cancellation notice periods will be honored before the expiration of the debit authority.
14.3. The Client agrees that the authorized party may freely cede, delegate or assign any of its rights or obligations in terms of this debit order instruction without consent from the Client and that the Client may not cede, delegate or assign any of their rights and obligations in terms of this debit order instruction to any third party without the prior written consent of the authorized party.
15. Term and Termination
15.1. ERC Design operates Month-to-Month, Annual Contracts or Project Based pricing models.
15.2. For Month-to-Month contracts:
15.2.1. Either the Client or ERC Design may terminate the agreement, or a particular Service, by giving one calendar months’ notice to the other. For example, if notice is given on the 15th of January, termination will take effect on the 1st of March.
15.2. For Annual contracts:
15.3.1. The client may cancel the service at any point and will be subject to payment of a reasonable premature cancellation charge, determined by ERC Design.
15.3.2. The premature cancellation charge will be calculated as follows:
184.108.40.206. (Monthly fee x Months remaining) + Current Balance + 20% Administration fee.
15.3.3. ERC Design may cancel the service at any point and will forfeit any future earnings on the service, however will be entitled to any outstanding monies owed by the client.
15.4. For Project Based contract:
15.4.1. The premature cancellation charge will be calculated as follows:
220.127.116.11. (Hours Worked x Standard Rate) + 20% Administration fee – monies paid to date.
15.5. The Client must give notice of termination to ERC Design via eMail to firstname.lastname@example.org. The Client is responsible for ensuring such cancellation of service is actioned with due attention to the terms of cancellation, as well as cancellation conditions which require the Client to specifically indicate a required process. Should the Client incorrectly request the cancellation process to start, ERC Design will not be liable for any additional costs or compensation due to the error.
15.6. Either party may terminate this Agreement and any service provision where there is a breach of this Agreement by the other which has not been remedied within twenty one (21) days of receipt of written notice to do so.
15.7. ERC Design reserves the right to terminate agreements based on a breach of this agreement, or linked agreements which is viewed as a breach of the whole service contract.
15.8. The Client acknowledges that ERC Design may terminate this Agreement by written notice, including email, and without liability in the event of the termination of its agreement with an upstream licensee relevant to the provision of any connectivity Service.
16.1. Should ERC Design agree to the acquisition or transfer of any or all of it’s services to another company, such services and services agreements will be transferred to the acquiring entity. Clients affected will be notified of such changes and any potential impact to their service agreement within the minimum term (30 days) of a month to month agreement.
17. Client Information and Privacy
17.1. ERC Design will observe all privacy of information best practices, in accordance with the applicable laws of South Africa, including the Protection of Personal Information Act (POPI) of 2013.
17.2. ERC Design may retain backups as a matter of course for up to six months after termination, and the Client consents to such retention. However ERC Design gives no warranty in respect of the effectiveness of such backups (if any).
18.1. ERC Design will implement measures in line with Good Industry Practice to ensure the security of the ERC Design Systems and the physical security of ERC Design’s premises, but gives no warranty that breaches of security will not take place.
18.2. If the Client discovers a security violation, or thinks that a security violation is imminent, it must immediately notify ERC Design in an appropriate way that does not further compromise security concerns.
18.3. If the Client suffers damage as a result of loss or corruption of Client Data through a security violation, ERC Design will not be liable for the damage if the violation was the Client’s fault in any manner.
18.4. The Client must not do anything that may prejudice the security of the Services provided by ERC Design, and must take all reasonable measures necessary to ensure that:
18.4.1. no unlawful access is gained to ERC Design’s premises, the ERC Design System, or the Client’s own system;
18.4.2. no Malicious Code is introduced into the ERC Design System; and
18.4.3. the Client Data is safeguarded.
18.5. If a security violation occurs, or ERC Design is of the view that a security violation is imminent, ERC Design may take whatever steps it considers necessary to maintain the proper functioning of the ERC Design System including without limitation:
18.5.1. changing the Client’s access codes and passwords (or those of any user of the ERC Design System), and
18.5.2. preventing access to the ERC Design System.
18.6. ERC Design takes reasonable measures to provide disaster recovery but does not warrant that recovery will be successful.
18.7. The Client must give its full cooperation to ERC Design in any investigation that may be carried out by ERC Design regarding a security violation.
19. Limitation of Liability and Indemnity
19.1 ERC Design WILL NOT BE LIABLE TO THE CLIENT OR ANY THIRD PARTY IN RESPECT OF ANY AND ALL DAMAGES, LOSS, CLAIMS OR COSTS, OF WHATEVER NATURE AND INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, SUFFERED BY THE CLIENT OR THIRD PARTY, HOWSOEVER ARISING, AND ERC Design WILL MOREOVER NOT BE LIABLE WHETHER THE LOSS WAS THE RESULT OF THE ACT OR OMISSION OF AN ERC Design EMPLOYEE, VICARIOUS OR STRICT LIABILITY.
19.2. In the event that ERC Design is nonetheless held liable, the quantum of ERC Design’s liability will not exceed the monthly or pro-rata fees due for the Service that occasioned the loss, in the preceding three (3) months, regardless of whether the claim arises out of negligence on the part of ERC Design or any other cause.
19.3. USE OF THE SERVICES INDICATES THAT THE CLIENT INDEMNIFIES AND HOLDS HARMLESS ERC Design IN RESPECT OF ANY DAMAGES, LOSS OR COSTS OR CLAIMS INSTITUTED AGAINST ERC Design ARISING FROM ANY APPLICATION OR SUBSCRIPTION TO OR USE OF ANY SERVICE OR BREACH OF THE TERMS AND CONDITIONS APPLICABLE TO IT.
19.4. These limitations on liability and indemnities apply to the benefit of ERC Design and ERC Design’s Affiliates, directors, officers, employees, contractors, agents and other representatives, as well as any third parties whose networks are connected to the ERC Design System.
19.5. Nothing contained in this clause will limit the Client’s liability in respect of charges incurred for ongoing Services.
19.6. If the Consumer Protection Act 68 of 2008 is applicable to this Agreement, and any provision of this clause is found by a court or tribunal with jurisdiction over ERC Design to be unfair, unreasonable or unjust, then that provision (whether it be a word, phrase or sub-clause) will be severed, and the remainder of this clause will have full force and effect.
19.7. In the case of ambiguity, this clause will take precedence over any expression of the Parties’ intention, whether express or implied, that may be contained elsewhere in this Agreement.
20.1. All requests by the Client for the provisioning, modification or termination of Services, and for modification of contact and other personal information must be made via email to email@example.com and ERC Design reserves the right to ignore any such request made in any other manner.
20.2. The Parties choose their addresses where they will accept service of any notices/documents for all purposes (apart from as described in clause 19.1) arising from this Agreement (domicilium citandi et executandi):
20.2.1. Saldanha Bay, South Africa, 7395
20.2.2. in the case of the Client, the addresses set out in the address provided when signing up for the service.
20.3. Either Party may vary it’s given postal address or other contact details by notifying the other Party in writing.
20.4. Any notice given in terms of this Agreement must be in writing and any notice given by any Party to another (“the addressee”) which:
20.4.1. is delivered by hand will be deemed to have been received by the addressee on the date of delivery; or
20.4.2. is transmitted by email will be deemed to have been received upon confirmation of receipt (not automated receipt) thereof by the addressee; or
20.4.3. is posted by pre-paid registered post from an address within the Republic of South Africa to the addressee at its chosen postal will be deemed to have been received by the addressee on the 7th (seventh) day after the date of posting.
21. Interpretation & General
21.1. Whole Agreement. This Agreement is the whole of the agreement between the parties, and no document or statement not mentioned above will form part of it. Only a written variation, waiver or cancellation agreed to by both parties will be of any effect.
21.2. Applicable Law & Jurisdiction. The law of the Republic of South Africa will apply to this Agreement, its interpretation and any matter or litigation relating to or arising from it, and the parties consent to the jurisdiction of the courts of the Republic of South Africa in this regard.
21.3. Survival. For the avoidance of doubt, any provision of this Agreement that anticipates any right or duty extending beyond the termination or expiry of this Agreement will survive the termination or expiry of this Agreement and continue in full force and effect.
21.4. No Indulgence. If one party chooses not to enforce any part of this Agreement, that does not mean that the party cannot enforce that part at a later time. If any part of the Agreement is found to be unenforceable, the rest will still be enforceable.
21.5. Representatives. The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities and accept personal liability under this Agreement should they prove not to be so authorised.
21.6. Reading Down. If a provision of this Agreement is reasonably capable of an interpretation which would make that provision valid and enforceable and an alternative interpretation that would make it void, illegal, invalid or otherwise unenforceable, then that provision shall be interpreted, so far as is possible, to be limited and read down to the extent necessary to make it valid and enforceable.
21.7. Severance. In the event that any part of this Agreement is found to be partially or fully unenforceable because it does not comply with any law, or for any other reason, this will not affect the application or enforceability of the remainder of this Agreement.